TCS Group Holding PLC: Total conversion of Class B shares and reclassification and redesignation of all issued shares as 'ordinary shares'

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014

FOR IMMEDIATE RELEASE

TCS Group Holding PLC: Total conversion of Class B shares and reclassification and redesignation of all issued shares as 'ordinary shares'

Limassol, Cyprus - 7 January 2021. TCS Group Holding PLC (TCS LI) (the "Group"), Russia's leading provider of online retail financial services, today announces that it has received an instruction to implement the conversion of all outstanding 69,914,043 Class B shares in the Group held by The Rigi Trust and the Bernina Trust, British Virgin Islands trusts connected with Oleg Tinkov. It is anticipated that these Class B shares shall be converted to Class A shares with effect from 7 January 2021. The converted Class B shares rank pari passu in all respects and for all purposes with each pre existing Class A share.

Following the conversion, each share shall carry a single vote, and the total number of votes capable of being exercised shall be equal to the total number of issued shares (currently 199,305,492 shares following the Class B share conversion). The number of GDRs in issue shall remain unchanged at 129, 391,443.

As a result of the conversion, Oleg Tinkov's voting rights in the Group shall decrease from 84% to  35%. All issued shares shall be reclassified and redesignated as 'ordinary shares' and regulation 6 (previously incorporating the special share rights) under the Articles of Association of the Company shall be deemed deleted with effect from conversion. The Company will file the updated Articles of Association with the Registrar of Companies in Cyprus as soon as practicable.

Oleg Tinkov, Founder, commented:

"The share conversion decision announced today by the Tinkov family trusts is a landmark in the history of the Group, reflecting the growing maturity of the Company and its continuing evolution as a public company. I believe that this is good for everyone!  Every share now has equal weight on all shareholder votes, and all shareholders' interests are aligned even more closely. The Company has recently introduced a number of corporate governance enhancements and I fully understand and share stakeholders' expectations that this process will go further. The announcement today therefore paves the way for further, wider-ranging governance changes in 2021 and beyond. The Tinkoff Team is now actively working on the next phases of our "corporate governance roadmap" which will be announced in the coming months." 

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About the Group

TCS Group Holding PLC is an innovative provider of online retail and SME financial services. It includes Tinkoff Bank, its mobile virtual network operator Tinkoff Mobile, Tinkoff Insurance, its asset management company Tinkoff Capital, Tinkoff Software DC, a network of development hubs in major Russian cities, and Tinkoff Education. The Group is currently developing Tinkoff ecosystem, which offers financial and lifestyle services.

The Group was founded in 2006 by Russian entrepreneur Oleg Tinkov and has been listed on the London Stock Exchange since October 2013.

The Group's key business is Tinkoff Bank, a fully online bank that serves over 12 mn customers and forms the core of the Tinkoff ecosystem.

Tinkoff Bank is the second largest player in the Russian credit card market, with a share of 13.5%. The 3Q 2020 IFRS net income of TCS Group Holding PLC amounted to RUB 12.6 bn. The ROE was 45%.

With no branches, the Group serves all its customers remotely via online channels and a cloud-based call centre. The centre is staffed by over 10,000 employees, making it one of the largest in Europe. To ensure smooth delivery of the Group's products, the Group has a nationwide network of over 2,500 representatives.

In 2018, Global Finance named Tinkoff Bank the world's Best Consumer Digital Bank, and in 2020, 2019, 2018, 2016 and 2015, the Best Consumer Digital Bank in Russia. In 2017 and 2013, the Banker recognised Tinkoff Bank as the Bank of the Year in Russia. The bank's mobile app has been consistently praised by local and global independent experts as the best of its kind (in 2013, 2014, 2015, 2016 by Deloitte and in 2018 by Global Finance).

Inside information

The information contained within this announcement is deemed by TCS Group Holding PLC to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for making this announcement is Chris Owen, advisor to the Board of Directors of TCS Group Holding PLC.

Other notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.